On December 14, 2020, the Company held its Annual Meeting exclusively online via live webcast. The shareholders voted on the following proposals at the Annual Meeting:
| 1. | to re-elect seven directors each to serve until the earlier of: the next annual shareholders’ meeting, his or her successor being selected and qualified, or his or her earlier death, resignation or removal from office; |
| 2. | to approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal year 2019; |
| 3. | to approve, on an advisory basis, the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers; |
| 4. | to approve the ability of the Company to grant incentive stock options under the 2020 Plan, and an amendment to the 2020 Plan to increase its share reserve; |
| 5. | to ratify the Company’s form of Indemnification Agreement; and |
| 6. | to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
For more information about the foregoing proposals, see the Proxy Statement, filed with the SEC on November 19, 2020.
The voting results for each of the proposals are as follows:
1. Election of Directors
| Nominee | | For | | | Withheld | | | Broker Non-Votes | |
|---|
| David Gandler | | | 57,993,991.8 | | | | 145,483.00 | | | | 0.00 | |
| Edgar Bronfman, Jr. | | | 57,837,362.8 | | | | 302,112.00 | | | | 0.00 | |
| Pär-Jörgen Pärson | | | 58,079,470.8 | | | | 60,004.00 | | | | 0.00 | |
| Daniel Leff | | | 58,081,260.8 | | | | 58,214.00 | | | | 0.00 | |
| Henry Ahn | | | 58,121,115.8 | | | | 18,359.00 | | | | 0.00 | |
| Ignacio Figueras | | | 57,839,922.8 | | | | 299,552.00 | | | | 0.00 | |
| Laura Onopchenko | | | 58,119,537.8 | | | | 19,37.00 | | | | 0.00 | |
Each director nominee was duly elected to serve until the earlier of: the next annual shareholders’ meeting, his or her successor being selected and qualified, or his or her earlier death, resignation or removal from office.
2. Advisory Vote on Compensation of the Company’s Named Executive Officers
| For | | | Against | | | Abstained | | | Broker Non-Votes | |
|---|
| 57,841,491.8 | | | | 230,489.00 | | | | 647,494.00 | | | | 0.00 | |
The shareholders approved the compensation of the Company’s named executive officers.
3. Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Officer Compensation
| One Year | | | Two Years | | | Three Years | | | Abstained | | | Broker Non-Votes | |
| 57,195,757.00 | | | | 230,489.00 | | | | 852,868.8 | | | | 46,808.00 | | | | 0.00 | |
Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next required shareholder vote on the frequency of advisory votes on the compensation of named executive officers.
4. Approval of the 2020 Plan Proposal
| For | | | Against | | | Abstained | | | Broker Non-Votes | |
|---|
| 55,195,757.8 | | | | 2,622,442.00 | | | | 86,029.00 | | | | 0.00 | |
The shareholders approved the 2020 Plan Proposal.
5. Ratification of the Form of Indemnification Agreement
| For | | | Against | | | Abstained | | | Broker Non-Votes | |
|---|
| 58,007,698.8 | | | | 72,001.00 | | | | 59,775.00 | | | | 0.00 | |
The shareholders ratified the form of Indemnification Agreement for use with officers and directors.
6. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | | | Against | | | Abstained | |
| 58,098,836.8 | | | | 23,875.00 | | | | 16,763.00 | |
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
